ROYAL CARIBBEAN CRUISES LTD 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Share Repurchases The following table provides information about our repurchase of common stock during the quarter ended March 31, 2021, Period Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs January 1, 2021 - January 31,2021 — — — $ — February 1, 2021 - February 28, 2021 — — — $ — March 1, 2021 - March 31, 2021 83,212 23.66 — $ — Total 83,212 $ 23.66 (1) Includes shares related to employee stock plans; primarily 60,011 performance shares issued that did not vest as the performance criteria was not met and were repurchased at par value of $0.01 per share. Additionally, shares were withheld by us to cover withholding 65 taxes due at the election of certain holders. 66 Item 6. Exhibits 4.1 Indenture, dated March 29, 2021, among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent, registrar and security agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 30, 2021). 10.1 Amendment to the Amended and Restated Credit Agreement, dated as of February 12, 2021, among the Company, the various financial institutions party thereto and Nordea Bank ABP, New York Branch as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 18, 2021). 10.2 Amendment to the Amended and Restated Credit Agreement, dated as of February 12, 2021, among the Company, the various financial institutions party thereto and The Bank of Nova Scotia as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 18, 2021). 10.3 Amendment to Term Loan Agreement, dated as of February 12, 2021, among the Company, the various financial institutions party thereto and Bank of America, N.A. as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 18, 2021). 10.4 Amendment No. 2 in connection with the Credit Agreement in respect of Icon 1—Hull 1400, dated as of 15 February 2021, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent and facility agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions listed therein as initial mandated lead arranger, other mandated lead arrangers or lead arrangers and the banks and financial institutions listed therein as lenders (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 18, 2021). 10.5 Amendment No. 2 in connection with the Credit Agreement in respect of Icon 2—Hull 1401, dated as of 15 February 2021, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent and facility agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions listed therein as initial mandated lead arranger, other mandated lead arrangers or lead arrangers and the banks and financial institutions listed therein as lenders (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 18, 2021). 10.6 Amendment No. 1 in connection with the Credit Agreement in respect of Icon 3—Hull 1402, dated as of 15 February 2021, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arranger and sole book runner and the banks and financial institutions listed therein as lenders and residual risk guarantors (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on February 18, 2021). 10.7 Amendment No. 5 in connection with the Credit Agreement in respect of “CELEBRITY ECLIPSE” – Hull S-677, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 23, 2021). 10.8 Amendment No. 5 in connection with the Credit Agreement in respect of “CELEBRITY EQUINOX” – Hull S-676, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 23, 2021). 10.9 Amendment No. 5 in connection with the Credit Agreement in respect of “CELEBRITY REFLECTION” – Hull S-691, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 23, 2021). 10.10 Amendment No. 5 in connection with the Credit Agreement in respect of “CELEBRITY SILHOUETTE” – Hull S-679, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 23, 2021). 10.11 Amendment No. 5 in connection with the Credit Agreement in respect of “ODYSSEY OF THE SEAS” – Hull S-713, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 23, 2021). 10.12 Amendment No. 5 in connection with the Credit Agreement in respect of “CELEBRITY SOLSTICE” – Hull S-675, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on February 23, 2021). 67 10.13 Amendment No. 5 in connection with the Credit Agreement in respect of “SPECTRUM OF THE SEAS” – Hull S-700, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on February 23, 2021). 10.14 Amendment No. 8 in connection with the Credit Agreement in respect of “ANTHEM OF THE SEAS” – Hull S-698, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on February 23, 2021). 10.15 Amendment No. 8 in connection with the Credit Agreement in respect of “QUANTUM OF THE SEAS” – Hull S-697, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on February 23, 2021). 10.16 Amendment No. 5 in connection with the Credit Agreement in respect of “OVATION OF THE SEAS” – Hull S-699, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on February 23, 2021). 10.17 Amendment Agreement in connection with the Credit Agreement in respect of “CELEBRITY EDGE” (ex. Hull J34), dated as of February 18, 2021 between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch, as facility agent, the banks and financial institutions listed therein as the mandated lead arrangers and the banks and financial institutions listed as lenders party thereto (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on February 23, 2021). 10.18 Amendment Agreement in connection with the Credit Agreement in respect of “CELEBRITY APEX” (ex. Hull K34), dated as of February 18, 2021 between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch, as facility agent, the banks and financial institutions listed therein as the mandated lead arrangers and the banks and financial institutions listed as lenders party thereto (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed on February 23, 2021). 10.19 Sixth Amendment and Restatement Agreement in connection with the Credit Agreement in respect of “HARMONY OF THE SEAS” (ex Hull A34) (EUR-denominated facility), dated as of February 19, 2021, between Royal Caribbean Cruises Ltd, Société Générale as facility agent, the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed as lenders party thereto (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed on February 23, 2021). 10.20 Fifth Amendment and Restatement Agreement in connection with the Credit Agreement in respect of “HARMONY OF THE SEAS” (ex Hull A34) (USD-denominated facility), dated as of February 19, 2021, between Royal Caribbean Cruises Ltd, Société Générale as facility agent, the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed as lenders party thereto (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed on February 23, 2021). 10.21 Amendment Agreement in connection with the Credit Agreement in respect of “SYMPHONY OF THE SEAS” (ex. Hull B34), dated as of February 17, 2021 between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch, as facility agent, the banks and financial institutions listed therein as the mandated lead arrangers and the banks and financial institutions listed as lenders party thereto (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed on February 23, 2021). 10.22 Amendment No. 6 in connection with the Credit Agreement in respect of “Odyssey of the Seas” – Hull S-713, dated as of March 10, 2021, between the Company, Kfw IPEX-Bank GmbH as facility agent and Hermes agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 16, 2021). 10.23 Amendment No. 3 in connection with the Credit Agreement in respect of “ICON 1” – Hull 1400, dated as of March 16, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 19, 2021). 10.24 Amendment No. 3 in connection with the Credit Agreement in respect of “ICON 2” – Hull 1401, dated as of March 16, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 19, 2021). 68 10.25 Amendment No. 2 in connection with the Credit Agreement in respect of “ICON 3” - Hull 1402, dated as of March 18, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, KfW IPEX-Bank GmbH as the mandated lead arranger, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 19, 2021). 10.26 Amendment No. 2 in connection with the Credit Agreement in respect of Hull S-719, dated March 26, 2021, by and among Silversea Cruise Holding Ltd., the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent and the banks and financial institutions listed in Schedule 1 thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 1, 2021). 10.27 Amendment No. 2 in connection with the Credit Agreement in respect of Hull S-720, dated March 26, 2021, by and among Silversea Cruise Holding Ltd., the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent and the banks and financial institutions listed in Schedule 1 thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 1, 2021). 10.28 Amended and Restated Credit Agreement, dated March 30, 2021, by and among the Company, the various financial institutions as are or shall be parties thereto and Nordea Bank AB (PUBL) New York branch, as administrative agent for the lender parties (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 1, 2021). 10.29 Amended and Restated Term Loan Agreement, dated as of March 30, 2021, by and among the Company, the various financial institutions party thereto and Bank of America NA. as administrative agent (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 1, 2021). 10.30 Underwriting Agreement, dated March 1, 2021, among the Company and Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters listed in Schedule 1 thereto (incorporated by reference to Exhibit 1 .1 to the Company’s Current Report on Form 8-K filed on March 3, 2021) 31.1 Certification of the Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934* 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934* 32.1 Certifications of the Chairman and Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code** * Filed herewith ** Furnished herewith Interactive Data File 101 The following financial statements of Royal Caribbean Cruises Ltd. for the period ended March 31, 2021, formatted in iXBRL (Inline extensible Reporting Language) are filed herewith: (i) the Consolidated Statements of Comprehensive Income (Loss) for the quarter ended March 31, 2021 and 2020; (ii) the Consolidated Balance Sheets at March 31, 2021 and December 31, 2020; (iii) the Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020; and (iv) the Notes to the Consolidated Financial Statements, tagged in summary and detail. 104 Cover page interactive data file (the cover page XBRL tags are embedded within the Inline XBRL document). 69 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ROYAL CARIBBEAN CRUISES LTD. (Registrant) /s/ JASON T. LIBERTY Jason T. Liberty Executive Vice President, Chief Financial Officer April 29, 2021 (Principal Financial Officer and duly authorized signatory) 70